Category: Corporate Governance

Are we aligning pay to the wrong performance metrics?

by Cydney Posner As discussed in this article in Compliance Week, this report, “The Alignment Gap Between Creating Value, Performance Measurement, and Long-Term Incentive Design,” by Organizational Capital Partners and the Investor Responsibility Research Center Institute, contends that most companies are using the wrong metrics to align executive pay with performance.  Rather […]

Chief Justice Strine: in praise of benefit corporations

by Cydney Posner In an interesting article In the Harvard Business Law Review, Chief Justice Strine of the Delaware Supreme Court makes clear his view that the concept promoted by some academics and other commentators that corporate directors are entitled to take into consideration the interests of constituencies other than shareholders […]

In case you missed it….

by Cydney Posner Here is a link to an excellent story in the Sunday NYT that takes a more in-depth look into the consequences of hedge fund activism –not just on the company, but also on the community where the business is located. As the author notes, the “tale of […]

Proxy access — is private ordering now taking front and center stage?

by Cydney Posner As reported by thecorporatecounsel.net blog, on December 1, the SEC staff granted the no-action request of Whole Foods Market, Inc., allowing the company to omit from its proxy statement a non-binding shareholder proposal to permit proxy access.  The proposal was submitted by James McRitchie, who delegated all authority […]

CII and pension funds make their voices loud and clear over fee-shifting bylaws

by Cydney Posner As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over fee-shifting bylaws, sending letters to the governor of Delaware, the chair of the […]

Cyberthieves collect confidential information, apparently to conduct insider trading

by Cydney Posner Here is an unnerving warning from FireEye, a cybersecurity firm, discussed in this article from MarketWatch, regarding a sophisticated, native-English-speaking group, designated FIN4, that has targeted almost 100 public companies, primarily healthcare and pharma, to compromise their confidential information. What’s unusual here is that the apparent purpose of […]

Another twist on restrictive bylaw provisions: minimum support thresholds

by Cydney Posner In this article, Reuters discusses yet another creative permutation on restrictive bylaw provisions — requiring that plaintiffs in certain shareholder litigation provide consents to the litigation from shareholders holding shares in excess of a minimum threshold. The problem the bylaw seeks to address is that shareholder litigation is […]